export const TermsOfUse = `**Terms of use**

These Terms constitute a legally binding agreement between you ("you" or "your") and UPNetwork ("we", "our", or "us"). They govern your use of the UPNetwork Services available through our Website or other channels. UPNetwork Services may be provided by UPNetwork or, where specified, by a UPNetwork Affiliate.

By registering for a UPNetwork Account or using our Services, you confirm that you have read, understood, and accepted These Terms, along with any additional rules or policies. You agree to be legally bound by These Terms and conditions, regardless of your location, nationality, or the specific Service(s) you use. These Terms may be updated and amended from time to time.

If you do not fully understand and accept These Terms, you should not register for a UPNetwork Account or access or use the Website (UPNetwork.money) or any UPNetwork Service.

Please note that we do not provide investment, financial advice, or consulting services. We are solely a provider of software. We do not advise or make recommendations about engaging in digital asset transactions or operations. Any decisions to engage in transactions or perform operations involving digital assets should be made at your own discretion and risk.

1\. OUR SERVICES

1.1 Our Services

The UPNetwork project is a non-custodial, web-based software that enables multi-chain and multi- terminal functionality. Our services may include key management, token display, social account- based transactions, and transaction history tracking.

1.2 Creation, Import, or Binding of Account

By creating, importing, or binding an account, you agree to all terms and conditions herein. You are responsible for any consequences resulting from your actions, and UPNetwork reserves the right to hold you accountable. As UPNetwork cannot access or control your digital assets, you are solely responsible for all transactions involving your account, whether or not you have authorized them.

1.3 Purpose and Legality of Use

You agree to use UPNetwork software and services for legitimate purposes only, in compliance with applicable law. You confirm that the source of your digital assets is legal. You agree to abide by this Agreement, the Terms of Services, and all rules, terms, and notices published and updated by UPNetwork.

1.4 Password, Private Keys and Passkey

UPNetwork utilizes decentralized blockchain technology combined with Passkey authentication. You understand and accept that UPNetwork is NOT responsible for:

• Storing your security password, private key or Passkey

• Retrieving your security password, private key or Passkey

• Freezing your account

• Handling lost account reports

• Restoring your account

• Loss of assets in your account

• Any other actions required to maintain or access your account

You are solely responsible for managing your account private keys and Passkeys. Loss of access to your private keys and Passkeys may result in permanent loss of assets and data, as there is no central authority that can recover them for you. UPNetwork will NOT be responsible for the storage, backup of your private keys or Passkeys and will NOT be responsible for any loss of assets because of the loss of private keys and Passkeys.

1.5 Prototype

You acknowledge that the UPNetwork project and our services are early-stage versions. The technology used in the services is still in testing and development, and may present technical defects, performance instability, and unforeseen risks. You are solely responsible for assessing and assuming all risks associated with using the services. UPNetwork shall not be liable for any direct,

indirect, incidental, or consequential losses, including but not limited to any loss of digital assets, and shall have no obligation to compensate or reimburse you under any circumstances arising from your use of the Services.

2\. SERVICE FEES

2.1 Gas Fees

In the course of accessing and using the Services, you may incur various gas fees. Any gas fees generated on Third Party Platforms under the UPNetwork Services will be your responsibility and must be paid by you.

2.2 Third Party Protocol Fee

You may incur additional third party protocol fees while accessing and using the Services, including but not limited to fees associated with transferring digital assets. You are solely responsible for paying all such third party protocol fees that may arise.

2.3 Service Fees

At present, UPNetwork does not charge any Service Fees. However, we reserve the right to implement Service Fees in the future. If implemented:

• Service Fees may be charged for providing the Services to you.

• Fees may be calculated as a percentage of your transaction amount through the Services.

• UPNetwork may deduct applicable Service Fees from your transaction amount as payment for your use of our Services.

UPNetwork reserves the right to implement the charge of Service Fees, if any, at its sole discretion.

3\. RIGHTS

3.1 General Services

The Services may enable users to exchange certain digital assets through various Third Party Blockchains.

3.2 Right to Use and Data Responsibility

UPNetwork is a decentralized application operating on a decentralized network. As such:

• User Control: All user data, including private keys, Passkeys, personal information, and any sensitive data, remains under the sole control of the user.

• User as Custodian: The user is the sole custodian of their data.

• No Data Collection: UPNetwork does not collect personal data from users.

• User Responsibility: Users are solely responsible for protecting the privacy and security of their personal data.

• Limitation of Liability: UPNetwork assumes no responsibility, direct or indirect, for any loss of user data.

3.3 Acceptable Use and Enforcement Rights

As a condition of using the Site and/or Functionality, you agree not to use them in ways that:

3.3.1 Violate, misappropriate, or infringe the rights of UPNetwork, its licensors, our users, or others, including privacy, publicity, intellectual property, or other rights.

3.3.2 Are illegal, obscene, defamatory, threatening, intimidating, harassing, hateful or racially or ethnically offensive, or that instigate or encourage conduct that would be illegal or otherwise inappropriate, including promoting violent crimes.

3.3.3 Involve falsehoods, misrepresentations, or misleading statements, including impersonating someone.

3.3.4 Involve sending illegal or impermissible communications such as bulk messaging, auto- messaging, auto-dialing, and the like.

3.3.5 Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by us or any of our service providers or any other third party to protect the functionality or content.

3.3.6 Disguise your location through IP proxying or other methods.

3.3.7 Interfere with, or attempt to interfere with, the access to the functionality of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the functionality.

3.3.8 Circumvent any content-filtering techniques, security measures or access controls that UPNetwork employs on the site or the functionality in any manner.

3.3.9 Could interfere with, disrupt, negatively affect or inhibit other users from enjoying the functionality, or that could damage, disable, overburden, or impair the functioning of the site or functionality.

3.3.10 Violate any applicable law or regulation, including, without limitation, any applicable anti- money laundering, anti-proliferation and anti-terrorism financing laws and sanctions programs.

3.3.11 Encourage or enable any other individual to do any of the foregoing.

By using the site or functionality, you further represent, warrant and covenant that:

3.3.12 Any digital assets you transfer using the Site via the Functionality have been legally obtained by, and belong to, you.

3.3.13 You will not provide any false, inaccurate or misleading information while using the Site or Functionality, or engage in any activity that operates to defraud the Company, other users of the Functionality, or any other person or entity.

3.3.14 You will not use the functionality to transmit or exchange digital assets that are the direct or indirect proceeds of any criminal or fraudulent activity, including, without limitation, terrorism or tax evasion.

3.3.15 Any digital assets you use in connection with the functionality are either owned by you or you are validly authorized to carry out actions using such assets.

While we have no obligation to monitor any User Content, we have absolute discretion to remove User Content at any time and for any reason without notice. You understand that by using the Site and Functionality, you may be exposed to User Content that is offensive, indecent, or objectionable. We take no responsibility and assume no liability for any User Content, including any loss or damage to any of your User Content.

3.4 Proprietary Rights

3.4.1 Your Content. While you may share content with us depending on the Offering, we obtain no rights to Your Content under These Terms, except as provided in this section. However, you consent to our use of Your Content in any manner consistent with the purpose of your use of the Offerings or that otherwise facilitates providing the Offerings to you.

3.4.2 Offerings License.

We or our licensors own all right, title, and interest in and to the Offerings, and all related technology and intellectual property rights. Subject to the terms of this Agreement, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to:

a) Access and use the Offerings solely in accordance with this Agreement. b) Copy and use Our Content solely in connection with your permitted use of the Offerings.

Except as provided in this section, you obtain no rights under These Terms from us, our affiliates, or our licensors to the Offerings, including any related intellectual property rights.

3.4.3 License Restrictions.

Neither you nor any End User will use the Offerings in any manner or for any purpose other than as expressly permitted by These Terms. Additionally, neither you nor any End User will, or will attempt to:

a) Modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any Content included in the Offerings (except where Content is provided under a separate license

that expressly permits the creation of derivative works).

b) Reverse engineer, disassemble, or decompile the Offerings or apply any other process or procedure to derive the source code of any software included in the Offerings (except where applicable law doesn't allow this restriction).

c) Access or use the Offerings in a way intended to avoid incurring fees or exceeding usage limits or quotas.

d) Use scraping techniques to mine or otherwise scrape data except as permitted by a Plan.

e) Resell or sublicense the Offerings unless otherwise agreed in writing.

You will not use Our Marks without our prior written consent. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors). You will not imply any relationship or affiliation between us and you except as expressly permitted by this Agreement.

3.4.4 Suggestions. If you provide any suggestions to us or our affiliates, we and our affiliates will be entitled to use the suggestions without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the Suggestions and agree to provide us any assistance we require to document, perfect, and maintain our rights in the Suggestions.

4\. ADDITIONAL RISK DISCLOSURES

4.1 No Guarantee of Specific Timing

You understand and agree that when you redeem or access your digital assets:

a) The actual time it takes for you to receive the digital assets in your UPNetwork account may vary.

b) The digital assets received and displayed on the UPNetwork account shall be final.

c) UPNetwork is not liable for any Losses resulting from the aforementioned timing variations.

4.2 Limit of Aggregated Liability

You understand and agree that UPNetwork's aggregated liability shall not exceed the Service Fees UPNetwork received from you.

4.3 Amendment of the Agreement

You understand and agree that:

a) UPNetwork reserves the right to amend the content of These Terms at any time in its sole discretion.

b) UPNetwork shall not be liable for any Losses arising from your misunderstanding of These Terms or your delay in reading any amendments or updates to this Agreement.

4.4 Wrong Address

UPNetwork is not responsible for any losses resulting from sending digital assets to incorrect address(es). You agree to the following:

a) You shall ensure your deposit of digital assets is to the correct address designated by UPNetwork to receive your digital assets for transfer to the Third Party/Third Party Blockchain through your use of the Services.

b) You shall provide the correct address of your account that you use to receive your digital assets transferred from the Third Party Blockchain through use of the Services.

c) UPNetwork shall not be liable for any and all losses resulting from your own fault or error, including but not limited to:

• Providing an incorrect address of your digital account or other address for receiving digital assets

• Transferring your assets to a wrong address

• Transferring your assets to a wrong blockchain network.

4.5 User Fault or Error

You agree that you shall bear any and all losses resulting from your own fault or error. These include, but are not limited to:

a) Failure to follow transaction prompts or instructions correctly.

b) Not conducting transactions on the UPNetwork project in a timely manner.

c) Transferring your digital assets to an incorrect Third Party/Third Party Blockchain or wrong address.

e) Forgetting or leaking your Passwords and/or Private Keys.

f) Misunderstanding the use or implications of UPNetwork's complex decentralized technology.

g) Compromised Passwords due to weak security practices.

h) Your computer being invaded or hacked by others.

i) Entering an incorrect address when transferring or receiving digital assets.

4.6 Third Party Content and Services

4.6.1 Third-Party Blockchains

When using our Services, you may access and use Third-Party/Third-Party Blockchains. You understand and agree that:

a) UPNetwork shall not be liable for any losses caused by your use of or access to Third-Party/Third-Party Blockchains.

b) You consent to UPNetwork's grant of access to any and all Third-Party/Third-Party Blockchains.

c) UPNetwork shall not be liable for any Losses incurred as a result of:

• Contract vulnerabilities

• Hacking incidents

• Phishing attempts

• Fake websites

• Suspension, discontinuation, or termination of business

• Bankruptcy

• Abnormal suspension

• Cessation of Third-Party/Third-Party Blockchain operations

• Other potential risks

d) You agree to bear any and all losses you may suffer as a result of the aforementioned risks.

e) You understand and agree that any digital assets stored on your digital account may be permanently lost if you suffer losses due to these risks.

4.6.2 Third-Party Websites, Applications, and Materials

The Service may contain links or functionality to access or use:

• Third-Party Websites

• Third-Party Applications

• Third-Party Materials (content, data, information, services, applications, or materials from third parties)

Regarding these third-party elements:

a) Any links to Third-Party Websites in the Services do not imply UPNetwork's endorsement of products, services, information, or disclaimers provided therein.

b) UPNetwork does not guarantee the accuracy of information contained on Third-Party Websites.

c) When you access a Third-Party Website or Third-Party Application, you are subject to their terms and conditions (including privacy policies), even if we don't explicitly warn you that you've left our Services.

d) Third-Party Websites, Applications, and Materials are not under UPNetwork's control and may be "open" applications for which no recourse is possible.

e) UPNetwork is not responsible or liable for any Third-Party Websites, Applications, or Materials.

f) UPNetwork provides links to Third-Party Websites and Applications solely as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations regarding them or their associated products, services, or materials.

g) You use all links in Third-Party Websites, Applications, and Materials at your own risk.

h) UPNetwork shall not be liable for any Losses caused by your use of third-party products and services on Third-Party Websites and Applications.

4.6.3 Legal Relationship

UPNetwork and each Third-Party Website and Third-Party Application are independent legal entities. These Terms shall not constitute any form of agency, partnership, or cooperative relationship between the parties.

UPNetwork and each Third-Party Website and Third-Party Application shall be responsible for their respective claims, debts, and disputes arising from the performance of their respective contracts and agreements.

4.7 Third Party Platform Malfunctions

You understand and agree that UPNetwork shall not be liable for any losses if the UPNetwork platform or Third- Party Platforms malfunction, causing service interruptions or preventing you from using the Services, making commands, or performing related trading operations. These circumstances include, but are not limited to, failure, delay, interruption, lack of system response, delayed system response, or any other abnormal and/or unexpected situations.

4.7.1 Specific Circumstances

UPNetwork shall not be liable for losses resulting from:

a) Third-Party Platform suspension, discontinuation, and/or termination of business; closure; and/or abnormal suspension or termination of trading services.

b) Service suspension due to maintenance as announced by UPNetwork and/or the Third-Party Platform.

c) System failure to transmit data.

d) Force Majeure events including but not limited to acts of God, war, terrorism, civil unrest, government actions, natural disasters, and interruptions or failures of internet or communications infrastructure.

e) Force Majeure events leading to the suspension of the Third-Party Platform.

f) Third-Party Platform service interruption or delay arising from:

• Hacking

• Computer viruses

• Technical adjustments or failures

• Website upgrades

• Banking issues

• Temporary closure due to government regulations

g) Third-Party Platform service interruption or delay caused by computer system damage, defects, or inability to perform normally.

h) Losses arising from technical problems that cannot be predicted or solved by existing industry technology.

i) Losses you or other third parties suffer due to the fault or delay of a third party.

j) Losses you or other third parties suffer due to changes in laws, regulations, and/or government orders.

k) Losses you or other third parties suffer due to Force Majeure events caused by unforeseeable, unavoidable, and/or unsolvable objective circumstances.

4.7.2 Additional Considerations You understand and agree that:

a) The aforementioned reasons may lead to abnormal transactions, price fluctuations, market fluctuations, market interruptions, and other possible abnormal circumstances.

b) This risk disclosure statement is not and cannot be comprehensive or exhaustive.

c) UPNetwork may refuse to execute your commands based on actual circumstances.

d) UPNetwork shall not be liable for any losses arising from or related to any of the aforementioned circumstances.

By using UPNetwork's services, you acknowledge and accept These Terms regarding Third-Party Platform malfunctions and the associated limitations of liability.

4.8 Irreversible Transactions

You understand and acknowledge that:

a) Transactions on blockchain are generally irreversible.

b) Once a transaction is completed, it cannot be undone.

c) Any errors or unauthorized transactions could result in permanent loss of your digital assets.

By using our Services, you accept the inherent risks associated with the irreversible nature of blockchain transactions.

4.9 Governance Risks

You understand and acknowledge that:

a) UPNetwork may involve community-driven governance.

b) There is a risk that decisions made by the community could negatively impact the platform or its users.

c) These impacts may include, but are not limited to, changes to:

• Protocols

• Token economics

• Other critical aspects of the application

By participating in or using UPNetwork, you accept the potential risks associated with community governance decisions.

4.10 Losses Based on Your Lack of Eligibility

4.11 Acknowledgment of Risks

By using UPNetwork's Services, you explicitly acknowledge and accept all the risks outlined in this section. You agree to bear full responsibility for any losses that may occur as a result of these risks.

5\. PROHIBITED PRACTICES

5.1 Prohibited Conduct

When using UPNetwork, you agree to abide by the following rules and refrain from any prohibited conduct, including but not limited to:

5.1.1 Illegal Activities: Do not use UPNetwork to engage in or promote illegal activities, including but not limited to money laundering, fraud, terrorism, or any other criminal activity.

5.1.2 Unauthorized Access: Do not attempt to gain unauthorized access to any part of the application, other users' accounts, or our underlying infrastructure, including any form of hacking, phishing, or exploiting vulnerabilities.

5.1.3 Spamming: Do not use UPNetwork to send unsolicited messages, promotions, or any form of spam, including automated messaging or bots.

5.1.4 Misuse of the Platform: Do not use UPNetwork in a manner that could disrupt, damage, or impair the application’s functionality, including overloading the network, spreading malware, or engaging in denial-of-service (DoS) attacks.

5.1.5 Fraud and Deception: Do not impersonate others, create fake accounts, or provide false information with the intent to deceive, defraud, or mislead other users.

5.1.6 Infringement of Rights: Do not use UPNetwork to infringe upon the rights of others, including intellectual property rights, privacy rights, or any other proprietary rights.

5.1.7 Market Manipulation: Do not engage in activities that could manipulate or distort the market, such as price manipulation, wash trading, or any other deceptive practices.

5.1.8 Prohibited Content: Do not upload, share, or distribute any content that is illegal, offensive, harmful, or otherwise violates the community standards, including content that promotes violence, discrimination, or hate speech.

5.1.9 Circumvention of Security Measures: Do not attempt to bypass any security measures implemented by UPNetwork or use any third-party tools or software that could compromise the security of the platform.

5.1.10 Misuse of Tokens: Do not misuse or exploit any tokens or digital assets associated with UPNetwork in a manner that violates the terms of use or applicable law.

5.1.11 Enforcement

UPNetwork reserves the right to take appropriate action against any user found to be engaging in prohibited practices. This may include, but is not limited to, suspending or terminating your account, reporting your activities to relevant authorities, and pursuing legal action.

5.1.12 Reporting Violations

If you become aware of any violations of these prohibited practices, please report them to UPNetwork immediately through our designated reporting channels.

By using UPNetwork's services, you acknowledge that you have read, understood, and agree to abide by these prohibited practices. Violation of These Terms may result in the immediate termination of your access to UPNetwork and potential legal consequences.

5.2 UPNetwork s Rights

UPNetwork reserves the right to take the following measures at its sole discretion to minimize or eliminate any adverse effects on the overall market:

• Suspend or close your account

• Restrict or cancel your commands

• Contact and cooperate with relevant legal and/or regulatory authorities

You acknowledge and agree that UPNetwork shall not be liable for any losses you may incur in connection with these measures. This includes, but is not limited to, direct or indirect losses, actual losses, or loss of potential profits.

5.3 Restricted Service Area

5.3.1 Legal Compliance

The information and services provided by the Platform are not intended for use by individuals or entities in jurisdictions where such provision or use would be contrary to applicable law. This restriction also applies to jurisdictions where UPNetwork is not authorized to provide such Platform, information, or services.

5.3.2 Excluded Jurisdictions

UPNetwork does not offer services or products to users in the following Excluded Jurisdictions:

• United States of America

• Singapore

• People's Republic of China

• North Korea

• Iran

• Syria

• Cuba

• Sudan

• Crimea

• Any other jurisdictions as determined by UPNetwork from time to time at its sole discretion

5.3.3 User Responsibilities

You are required to inform UPNetwork immediately if:

a) You become a resident of any Excluded Jurisdiction

b) You become aware of any users based in any Excluded Jurisdiction

5.3.4 False Representations

You understand and acknowledge that if it is determined that you have provided false representations regarding your location or place of residence, UPNetwork reserves the right to take appropriate actions. These actions may include:

a) Immediate termination of your Account

b) Liquidation of any open positions

c) Any other measures necessary to comply with this restriction or the laws of relevant jurisdictions

By using the Platform, you agree to abide by These Terms and restrictions.

6\. WARRANTIES

6.1 General

UPNetwork and our services, the content contained therein, and digital assets listed therein are strictly offered on an "as is" and "as available" basis

Except as expressly provided to the contrary in writing by UPNetwork:

a) UPNetwork, its affiliates, and suppliers make no representations, warranties, or guarantees of any kind to you.

b) UPNetwork, our services, the content therein, and listed digital assets are provided strictly on an "as is" and "as available" basis.

c) No warranties or conditions, express or implied, are made regarding our offerings, regardless of location.

d) The foregoing disclaimer is to be interpreted broadly and without limitation.

6.2 Transactions

With respect to digital assets purchased, transferred, or exchanged through our services:

a) All transactions are conducted on an "as is" basis.

b) UPNetwork makes no representations, warranties, or guarantees of any kind regarding these digital assets.

6.3 Warranty Disclaimers

6.3.1 Use of Sites and Services

By using our site and services, you expressly acknowledge and agree that:

a) Your use is at your sole risk.

b) The entire risk regarding satisfactory quality, performance, accuracy, and effort rests with you.

c) The site and its functionality are provided on an "as is" and "as available" basis without any representation or warranty, whether express, implied, or statutory.

6.3.2 Disclaimer of Warranties

To the maximum extent permitted by applicable law, UPNetwork specifically disclaims any express or implied warranties of:

a) Title

b) Merchantability

c) Fitness for a particular purpose

d) Non-infringement

6.3.3 Access and Continuity UPNetwork does not warrant that:

a) Access to the site or services will be continuous, uninterrupted, timely, or error-free.

b) Any materials contained therein will be free from errors or omissions.

6.3.4 Third-Party Services

UPNetwork makes no representations or warranties regarding:

a) The availability or functionality of any third-party services, including but not limited to: Blockchains, Websites, Technologies, Applications, etc.,

such as specific examples like the ICP network, Passkey technology, and devices, algorithms, and services associated with Passkey technology.

b) The freedom from interruptions, delays, defects, and/or errors of any related networks (such as the ICP network) or other networks

c) Such issues may delay, hinder, or prevent the transmission or receipt of transactions or messages to or from any related networks (such as the ICP network) or other networks.

6.3.5 Minimum Legal Requirements

Except for the minimum requirements explicitly stipulated by applicable law, the Company makes no implied warranties or guarantees regarding the services provided. All services are offered on an "as is" basis, without any implied warranties of quality, merchantability, or fitness for a particular purpose.

6.3.6 Emerging Technologies and Associated Risks

a) The site and its functionalities rely on emerging technologies such as the ICP network, Passkey technology, associated algorithms, services, and third-party decentralized exchanges.

b) Certain functionalities may carry increased risks due to potential misuse of technologies such as public/private key cryptography.

c) By using these services, you explicitly acknowledge and accept these heightened risks.

6.3.7 Limitations of Liability

a) UPNetwork shall not be liable for the failure of any message to be sent to or received by the intended recipient in the intended form, or for any diminution in the value of ICP or any other network.

b) UPNetwork makes no representations or warranties regarding message transmission or network value.

c) UPNetwork shall not be liable for any losses you may incur as a result of using our services or any associated technologies.

7\. LIMITATION OF LIABILITY AND INDEMNIFICATION

7.1 Indemnification

You agree to indemnify, defend, and hold harmless UPNetwork, its affiliates, and their respective officers, directors, employees, and agents from and against any losses arising from or related to:

a) Your use of the Services

b) Your breach of this Agreement

c) Your User Content

d) Any third-party claim related to the above

7.2 Limitation of Liability

a) UPNetwork's total liability in connection with These Terms shall not exceed the greater of:

i. 10 US dollars, or

ii. The Service Fees UPNetwork received from you in the past twelve months.

b) UPNetwork will not be liable for any:

• Indirect damages

• Punitive damages

• Special damages

• Incidental damages

• Consequential damages

c) This limitation applies regardless of how the damages arise, including but not limited to:

• Actions of contract

• Negligence

• Other tortious actions

• Claims for personal injury

• Claims for property damage

d) This limitation applies even if UPNetwork has been previously advised of the possibility of such damage.

e) This limitation extends to damages arising from These Terms or any country or local laws, statutes, rules, or regulations.

f) This limitation includes all related costs and expenses of litigation and arbitration, or at trial or on appeal, if any, whether or not litigation or arbitration is instituted, including attorneys' fees.

7.3 User Acknowledgment and Breach Consequences By using our Services, you acknowledge that:

7.3.1 You have fully read, understood, and accepted all terms and conditions of this Agreement, including but not limited to:

• Terms regarding the use of the Services

• Prohibited conduct

• Rights and obligations

• Risks

• Liability limitations

• Privacy policy

7.3.2 In the event of your breach of any provisions of this Agreement, or if your actions or omissions result in violations of applicable law, regulations, or third-party rights, you will be deemed to have committed a material breach and will be subject to the following:

7.3.2.1 Indemnification:

• You shall fully indemnify and hold harmless UPNetwork and its affiliates for any direct or indirect losses, damages, costs, or expenses incurred as a result of your breach.

• This includes, but is not limited to, attorneys' fees, litigation costs, and other reasonable expenses.

7.3.2.2 Account and Service Suspension:

• UPNetwork reserves the right to immediately suspend or terminate your account and access to the Services.

• UPNetwork may cancel any pending transactions or operations.

• UPNetwork is under no obligation to provide any compensation or refund to you.

7.3.2.3 Liquidated Damages:

• You shall pay UPNetwork a one-time penalty of $500,000 USD as liquidated damages to compensate for the losses incurred by UPNetwork due to your breach.

• If the liquidated damages are insufficient to cover UPNetwork's actual losses, the actual losses shall prevail.

7.3.2.4 Legal Actions:

• UPNetwork reserves the right to pursue further legal actions in accordance with applicable law.

• This includes, but is not limited to, initiating legal proceedings to claim additional compensation or pursue other legal liabilities.

7.3.2.5 Limitation of UPNetwork's Liability:

• You acknowledge and agree that UPNetwork shall not be liable for any losses, liabilities, claims, or disputes arising from your violation of this Agreement or any applicable law.

8.DISPUTE RESOLUTION

8.1 Mandatory Arbitration of Disputes

Both parties agree that any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof or the use of the Services (collectively, "Disputes") will be resolved solely by binding, individual arbitration and not in a class, representative, or consolidated action or proceeding. You and UPNetwork agree that the British Virgin Islands Arbitration Act governs the interpretation and enforcement of these Terms, and that both parties are waiving the right to a trial by jury or to participate in a class action. This Dispute Resolution provision shall survive the termination of these Terms and remain in effect until the resolution of all disputes, claims, or controversies between the parties.

8.2 Conducting Arbitration and Arbitration Rules

The arbitration will be conducted by JAMS pursuant to its rules then in effect, except as modified by these Terms. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys' fees and interest, shall be subject to JAMS' most current version of the Streamlined Arbitration Rules. All other claims shall be subject to JAMS' most current version of the Comprehensive Arbitration Rules and Procedures (collectively, the "JAMS Rules").

The JAMS rules are available at www.jamsadr.com (under the Rules/Clauses tab) or by calling JAMS at 800-352-5267. Payment of all filing, administration, and arbitration fees will be governed by the JAMS rules, including JAMS' Consumer Arbitration Minimum Standards.

A party who wishes to start arbitration must submit a written Demand for Arbitration to JAMS and give notice to the other party as specified in the JAMS Rules.

Any arbitration hearings shall be held in Singapore, unless otherwise agreed by the parties. The arbitration proceedings shall be conducted in English.

8.3 Class Action Waiver

YOU AND UPNETWORK AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any

form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

8.4 Confidentiality

All aspects of the arbitration proceeding, including but not limited to the award, shall be kept confidential, except as required by law.

8.5 Severability

With the exception of any of the provisions in Section 8.3 of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

9\. GENERAL PROVISIONS

9.1 Acceptance of All Terms and Conditions

By using the Services, you acknowledge and agree that:

a) You have read, understood, and accepted These Terms and all relevant transactions and operational rules related to the Services.

b) You agree to be legally bound by the terms and conditions hereof.

c) UPNetwork reserves the right to modify These Terms at its sole discretion.

d) Notice of changes will be provided by posting revised Terms on the Site and updating the "Last Updated" date.

e) If you do not accept the revised Agreement, you must cease accessing or using the Services.

f) You are responsible for reading all terms of service, privacy policies, and relevant transactional and operational rules published on Third Party Platforms.

g) Use of the Services is only permitted after you have read, understood, and agreed to all relevant rules and policies.

9.2 Changes

9.2.1 To the Offerings. We may change, discontinue, or remove functionality of any or all Offerings at any time. We will use commercially reasonable efforts to communicate any discontinuation through the Site or public communication channels.

9.2.2 To this Agreement. We reserve the right to modify or replace any part of These Terms or Policies at any time. It is your responsibility to periodically check These Terms for changes. We will use commercially reasonable efforts to communicate material changes through the Site, email (for account holders), or public channels. Your continued use of or access to the Offerings following the posting of changes constitutes acceptance of those changes.

9.3 Assignment

You may not assign or transfer These Terms or any rights and obligations without our prior written consent. Any unauthorized assignment or transfer will be void. We may assign These Terms without your consent:

• In connection with a merger, acquisition, or sale of all or substantially all of our assets.

• To any Affiliate or as part of a corporate reorganization.

• Upon such assignment, the assignee is substituted for us, and we are released from all obligations and duties under These Terms.

Subject to the foregoing, These Terms will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.

9.4 No Professional Advice or Fiduciary Duties

All information provided in connection with your access to and use of the Site and its Functionality should not be interpreted as, nor relied upon as, legal, financial, or professional advice.

You must not, and agree to refrain from, taking any action based on the information available on the Site, within the Functionality, or through any other content we provide, including but not limited to blog posts, articles, third-party links, Discord or Telegram content, news feeds, tutorials, tweets, or videos.

Before making any financial, legal, or other decisions related to the Site, its Functionality, or use thereof, you should consult with an independent professional who is licensed and qualified to provide appropriate advice in the relevant area.

These Terms are not intended to, and do not, create or impose any fiduciary duties on us. You further agree that our obligations and duties are limited to those expressly outlined in These Terms.

9.5 Relationship

We are not your broker, intermediary, agent or advisor and we have no fiduciary relationship or obligation to you in connection with any Transactions or other activities you undertake when using the UPNetwork Services.

9.6 Language

In case of conflict between the English version and translated versions of These Terms, the English version shall prevail. b) UPNetwork shall have the sole and final discretion to interpret this Agreement.

9.7 Contact Information

If you have any questions about These Terms or the Functionality, please contact us at hi@upnetwork.one`;
